I Will Look After You
by alex-in-w0nderland
Summary: It's their last night at Hogwarts and James can't stand the thought of not seeing Lily again. He has to tell her how he feels about her. He just silently prays it won't break their friendship. (Inspired by Look After You)


**I Will Look After You: chapter I**

Word Count: 2,275

**Author's Note: **Hey guys! This is another songfic that I wrote about James and Lily inspired by the song, "_Look After You by The Fray". _I heard it and couldn't help but to write a story about James and Lily, to me it just seemed to fit. I haven't read the books in a while so I don't know if the specifics about the castle and rooms are right, but I did my best! Enjoy!

* * *

**If I don't say this now **

**I will surely break**

James laid in his bed staring at the ceiling until his eyes began to burn. It was their second to last day at Hogwarts and all four boys didn't have anything to say. No one was excited to leave like they should be on graduation day. They didn't want to leave. Especially not James.

Admiring the red head vixen he craved to be near was something he had become used to. How was it going to feel never seeing her again? She had never taken a liking to him before their seventh year at Hogwarts and (once James proved he matured) they became friends. Lily never believed that James actually loved her. How could she? He had the reputation of a womanizer.

But in his mind, every girl he had slept with was a feeble attempt to get her green eyes off of his mind. It was hard to be so close to her without reaching out to hold her hand. But the thought of never seeing her again burned his heart.

Kicking his covers off swiftly he grabbed his glasses off of the dresser and pulled on pajama trousers and a tee shirt.

"Prongs, it's three in the fucking morning where are you going?!" Sirius shouted groggily at him as James rushed out the door, closing the wood behind him. Trying to walk down a few flights of creaky stairs quickly and quietly proved to be a challenge, and halfway down he decided he didn't give a shit who he woke and just started down as quickly as he could.

He crossed the common room, the windowed were blackened from the New Moon and the fire was nearly out, only a few orange spots in the ash and burnt wood.

James stepped cautiously up the staircase. Knowing almost every secret the castle had to offer had come in handy from time to time. He knew how to maneuver the traps set on the stair case to the girls rooms. He had been in Lily's room a few times before, with her friends and his. But this, this time was different. James was determined to win her over.

Only moments after knocking swiftly on her door, he heard her shuffling through the sheets and her mumbling in annoyance that even traveled through the walls. When she opened the door James had to bite his lip.

Even in the middle of the night she looked beautiful. She was wearing a thin silk tank top and long pajama bottoms. Her red hair was messily tied up in a bun and her eyes were glassy from lack of sleep.

"Potter? What time is it?! What are you doing here?! How did you-" She started rambling questions towards him, but he cut her off.

"Lily I need to tell you something. Can we talk? Please?" Seconds ago she had been ready to slam the door in his face and carry on sleeping but he sounded so sincere it surprised her, so Lily nodded and eased the door open, stepping aside and gesturing for him to come in.

James nodded in thanks as he stepped into her room. She had three empty beds from her friends who were seventh years last year. He forgot she didn't have roommates, but in this situation he couldn't have been more relieved.

"So?" She asked, locking the door behind her. She crossed her arms and raised an eyebrow as he plopped on her bed.

"I can't sleep", James sighed and ran a hand nervously through his hair. _Damn this is harder than I thought it would be. What do I do if she doesn't love me back? _Insecurities and doubts flooded his body and thoughts. _I can't just not tell her. I want her to know. _

Lily sighed and sat next to him. "Nervous about leaving?" She guessed, rubbing circles through the back of his tee shirt. James chuckled dryly.

"Kind of," he partially admitted. She grabbed his hand, urging him to look at her.

"What's wrong?" She said with the most vulnerable voice he had ever heard.

* * *

**As I'm leaving **

**The one I want to take**

_I'm scared I'm never going to see you again. I'm scared you won't love me back. I'm scared of living the rest of my life without you._

James sighed, "I don't want to leave Hogwarts. It's practically my home. It's where I met Sirius. Remus and Peter. And most importantly you." He confessed, rubbing his thumb across the smooth pale skin of her hand, seeing as she hadn't let go.

"I don't want to leave either." Lily told him, biting her lip nervously. " I guess I'm just trying not to think about it."

James turned to look into her beautiful eyes and when he did he realized just how close together they were. Lily avoided his gaze as she felt a blush creep up her neck and settle in her cheeks.

"I met the girl that I love here. And I don't want to leave her. I can't stand thinking about living a day without her." He confessed to Lily. She tried to hide the disappointment that filled her as the words left his mouth. _Well what did you expect? That he was just going to chase after you for the rest of his life? You said no to him time after time. You can't be jealous that he's fallen in love with someone else. _She told herself but, still felt dread and jealously settle in the pit of her stomach.

James tried to read her expression but failed, reading emotions had never been his strong suit. "Are you okay, Lily?" He asked her, making butterflies flutter around in her stomach.

"I'm not leaving behind anyone like that. Just friends." She stated, pulling her hand away from his to trace shapes on her sheets.

His heart dropped into his stomach. She didn't love anyone? She didn't love him? "Fuck, Lily why can't you see how hard this is for me?! Do you not see that the thought of leaving you is tearing my apart?" She blinked a few times, as if trying to clear her head.

* * *

**Forget the urgency,**

**But hurry up and wait**

"What?" She asked, trying to register that James Potter just admitted his love for her. And this time it didn't sound like he was joking. "What do you mean you love me?"

"I am crazy about you, Lily Evans. And the more I think about tomorrow, the more it hurts to look at you. Because I never want to leave you Lily." Her heart took off beating a mile a minute.

"I am crazy about you too, James." She whispered, making him look up at her, unable to control the amount of shock that covered his features. But before he spoke she put a finger to his lips. "I don't think we could ever have a future together though."

* * *

**My heart has started to separate**

He felt like cold water had been dumped over his head as he stared at her. "What? Why?!" He shouted. He just got the girl of his dreams to admit her feelings toward him, and she thinks he's going to let her just walk away?!

Lily got up off the bed, pulling herself away from his body in attempt to clear her head. Staring out the window was like staring into her future. She had no idea what to expect. And if she were to go outside and explore she would run back, terrified. She rubbed her arms, trying to warm herself a little bit but to no avail. Lily heard the bed creak but didn't turn around. Knowing he had moved didn't stop her from nearly jumping out of her skin when he placed his warm hands on her hips.

"Why would you say we can't be together?" He whispered, staring into her eyes through the reflection off the glass window. She spun around, catching him by surprise when she shoved against his chest.

"Because!" She yelled at him, "you deserve so much better than me! You're _James Potter _and I'm just a fucking Mudblood." Her words took him completely by surprise, but that was quickly replaced by anger.

* * *

**There now, steady love, **

**So few come and don't go**

"What?! You think I fucking care what wizard bloodline you fucking have?!" James was surprised he wasn't seeing red as profanities slipped out of his mouth. He saw her flinch as he yelled but he couldn't stop himself. "Do you think I am that fucking vile that I would care what kind of magical history you have?! And don't you dare call yourself that! Ever! Are you listening to me, Evans?! Because I fucking mean it!" She nodded meekly, waiting for him to come down from his outburst.

"I didn't mean it in a rude way, James", she whispered. "I just think you can do better." The little red head bit her lip as her mind churned to think of another reason. "Plus, what if we don't work out, James? We've become so close and people walk in and out of each other's lives like it's no big deal. So few come and don't go. It would hurt so bad to loose you."

* * *

**Will you, won't you **

**Be the one I'll always know?**

James sighed and stepped forward to pull her into his arms. He rested his chin on the top of her head and ran a hand through her soft red hair, almost like you would pet a skittish horse.

"I'll never leave you, Lils. I promise." But before he finished his sentence she felt her shake her head against his chest.

"You can't promise that though. What if we fall apart! I love having you around James.. I can't.. It's so hard to trust people." He just squeezed her tighter. He felt tears fall against the thin fabric of his shirt and wished there was something else he could do to help her.

* * *

**When I'm losing my control,**

**The city spins around**

She sniffled against his chest, "ever since my parents died, it had been so hard for me to hold on to friends. But to have a boyfriend, or someday a husband. If something ever happened to you.. I would die inside. I can't hurt like that again James." She sobbed against his chest. He just kissed the top of her hair and whispered small reassurances in her ear.

"I could never loose you either, Lils. It would break me too. But I want a life with you. I want to kiss you, and hold you. I want a relationship. I don't want to be just friends." She couldn't even focus on his words, she was emotionally unwinding.

He gently leaned down to scoop her up into his arms and carry her back to her bed. She wrapped her arms securely around his neck, almost afraid that if she let go he would leave her. But he didn't try to, he just laid on his side next to her. Letting her cry herself out.

Her grief and fear was so overwhelming that if James wasn't here, she was sure it would have consumed her.

* * *

**You're the only one who knows, **

**You slow it down**

He had stayed so quiet that she almost jumped when he spoke. "I'll always be here for you to lean on Lily. I promise to be your rock." He whispered soothingly as she felt her eyelids droop down, fighting to keep them open. He chuckled at her, "get some rest, Lils". He started to move off of the bed but her grip tightened around his neck.

"Stay with me?" She mumbled with closed eyes. He smiled to himself and leaned in to press his warm lips to her clammy forehead.

"Of course I will."

* * *

**Author's Note: **I hope you guys enjoyed this! I will be finishing this soon hopefully with the rest of the song. I cut a lot of the "oh's" out because I found them unnecessary to the story line. This song is so beautiful I've been listening to it all night and I hope you guys take the time to listen to it as well.

If you follow my Spider Man stories, I apologize for not updating as soon as I thought I would be able to. I'm trying to find the right rhythm and dialogue that I want for the next intense chapter so I hope no one is to mad at me.

Feel free to message me if you have questions or comments! I love your reviews! Don't be shy to ask me to read your stories!


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